This page describes the Committees of the Board of Directors of Lehman Brothers Holdings Inc. The information below includes the names of Committee members, as well as their duties and responsibilities.

Audit Committee
The Audit Committee consists of Mr. Cruikshank, who chairs the Audit Committee, Mr. Ainslie, Mr. Berlind and Sir Christopher Gent, all of whom have been determined by the Board of Directors to be independent directors under New York Stock Exchange corporate governance rules and Securities and Exchange Commission rules. The Board of Directors has determined that Mr. Cruikshank is an "audit committee financial expert" as defined under SEC rules. The Audit Committee operates under a written charter adopted by the Board of Directors. The Audit Committee assists the Board of Directors in fulfilling its oversight of the quality and integrity of the Firm's financial statements and the Firm's compliance with legal and regulatory requirements. The Audit Committee is responsible for retaining (subject to stockholder ratification) and, as necessary, terminating the independent registered public accounting firm. The Audit Committee annually reviews the qualifications, performance and independence of the independent registered public accounting firm and the audit plan, fees and audit results, and pre-approves audit and non-audit services to be performed by the independent registered public accounting firm and related fees. The Audit Committee also oversees the performance of the Firm's corporate audit and compliance functions.

Compensation and Benefits Committee
The Compensation and Benefits Committee (the Compensation Committee) consists of Mr. Akers, who chairs the Compensation Committee, Ms. Evans, Sir Christopher Gent and Mr. Macomber, all of whom are independent under New York Stock Exchange corporate governance rules. The Compensation Committee operates under a written charter adopted by the Board of Directors. The Compensation Committee has general oversight responsibility with respect to compensation and benefits programs and compensation of the Firm's executives, including reviewing and approving compensation policies and practices, such as salary, cash incentive, restricted stock units, long-term incentive compensation and other programs, and grants under such plans. The Compensation Committee evaluates the performance of the chief executive officer of the Firm and other members of senior management and, based on such evaluation, reviews and approves the annual salary, bonus, share and option awards, other long-term incentives and other benefits to be paid to the chief executive officer and such other members of senior management.

Executive Committee
The Executive Committee consists of Mr. Fuld, who chairs the Executive Committee, and Mr. Macomber. The Executive Committee has the authority, in the intervals between meetings of the Board of Directors, to exercise all the authority of the Board of Directors, except for those matters that the Delaware General Corporation Law or the Firm's Restated Certificate of Incorporation reserves to the full Board of Directors.

Finance and Risk Committee
The Finance and Risk Committee (the Finance Committee) consists of Dr. Kaufman, who chairs the Finance Committee, Mr. Akers, Mr. Berlind, Ms. Evans and Mr. Hernandez. The Finance Committee reviews and advises the Board of Directors on the financial policies and practices of the Firm, including risk management. The Finance Committee also periodically reviews, among other things, budget, capital and funding plans and recommends a dividend policy and common stock repurchase plan to the Board of Directors.

Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee (the Nominating Committee) consists of Ms. Evans, who chairs the Nominating Committee, Mr. Cruikshank and Mr. Macomber, all of whom are independent under New York Stock Exchange corporate governance rules. The Nominating Committee operates under a written charter adopted by the Board of Directors. The Nominating Committee is responsible for overseeing the Firm's corporate governance and recommending to the Board of Directors corporate governance principles applicable to the Firm. The Nominating Committee also considers and makes recommendations to the Firm's Board of Directors with respect to the size and composition of the Board of Directors and its Committees and with respect to potential candidates for membership on the Board of Directors.